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EXHIBIT 10.14
FINDERS AND CONSULTING TERMINATION AGREEMENT
This Finders and Consulting Termination Agreement (this
"Agreement"), effective as of this 5th day of April, 2000, is made and entered
into by and among Xxxxxx Xxxxx, an individual resident of the State of
California, X. Xxxxx & Company, a California corporation ("UrcisCo"), Universal
Compression, Inc., a Texas corporation ("UCI"), and Universal Compression
Holdings, Inc., a Delaware corporation (the "Company").
RECITALS:
WHEREAS, in consideration for finders' services rendered by
Xx. Xxxxx and UrcisCo in connection with the acquisition by the Company of all
of the outstanding stock of Tidewater Compression Service, Inc., the parties
hereto entered into a Finders and Consulting Agreement dated as of February 20,
1998 (the "Consulting Agreement") pursuant to which (i) Xx. Xxxxx was elected a
director of the Company and appointed Chairman of the Company's Executive
Committee, (ii) Xx. Xxxxx was paid a finder's fee of $1,750,000, $1,100,000 of
which was used to purchase shares of the Company's stock, (iii) Xx. Xxxxx was
granted options to purchase an additional 5,957 shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), (iv) Xx. Xxxxx and UrcisCo
agreed to perform consulting services for the Company for a period of five years
and (v) UCI agreed to pay to UrcisCo a consulting fee of $150,000 per year
during the term of the Consulting Agreement; and
WHEREAS, Section 5(b) of the Consulting Agreement provides
that the Consulting Agreement shall be terminated upon termination of the
Management Agreement dated as of February 20, 1998 between Xxxxxx Xxxxxx, Inc.,
the Company and UCI (the "Management Agreement"); and
WHEREAS, the Company desires to offer shares of its Common
Stock, to the public in an initial public offering (the "Offering") and, in
connection with the Offering, the Management Agreement will be terminated
pursuant to that certain Master Transaction Agreement dated as of April 5, 2000;
and
WHEREAS, in connection with the termination of the Management
Agreement, the parties hereto desire to terminate the Consulting Agreement on
the terms and subject to the conditions set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Termination of Consulting Agreement. The parties
agree that, effective upon and subject to the closing of the Offering (the
"Closing"), the Consulting Agreement shall hereby terminate and shall be of no
further force and effect. Xx. Xxxxx and UrcisCo agree to execute or cause the
execution of any appropriate instruments of termination as the Company or UCI
may request to further evidence the termination of the Consulting Agreement.
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Section 2. (a) Payment to Xx. Xxxxx. In consideration of the
termination of the Consulting Agreement and in lieu of any other amounts that
may be due under the Consulting Agreement, within three business days following
the Closing, the Company shall (i) pay to Xx. Xxxxx $150,000 by wire transfer of
immediately available funds and (ii) issue to Xx. Xxxxx the number of shares
(the "Payment Shares") of the Company's Common Stock equal to 150,000 divided by
the initial public offering price per share of the Common Stock in the Offering.
(b) Restricted Securities. Xx. Xxxxx acknowledges that the
Payment Shares have not been, and will not be, registered under the Securities
Act of 1933, as amended (the "Securities Act") or any state securities law
("Blue Sky law"), by reason of a specific exemption from the registration
provisions of the Securities Act and the applicable Blue Sky laws and that any
certificate representing the Payment Shares will contain a restrictive legend to
such effect. Xx. Xxxxx further acknowledges that, as such, the Payment Shares
are characterized as "restricted securities" under the Securities Act and that
under the Securities Act and applicable regulations such Payment Shares may be
resold without registration under the Securities Act only in certain limited
circumstances. In this connection, Xx. Xxxxx represents that he is familiar with
Rule 144 promulgated under the Securities Act, as presently in effect, and
understands the resale limitations imposed thereby and by the Securities Act.
Section 3. Further Assurances. Each of the parties hereto
agrees to take all actions necessary to effectuate the purposes and intent
hereof and to permit the fulfillment of the terms hereof and the taking of the
actions contemplated hereby.
Section 4. Term. In the event that the Closing shall not have
occurred on or before December 31, 2000, this Agreement shall terminate and be
of no further force and effect.
Section 5. Binding Effect. This Agreement shall inure to the
benefit of and shall bind the predecessors, successors, assigns, representatives
and beneficiaries of the parties, and each of them.
Section 6. Entire Agreement; Amendment. This Agreement
expresses the entire agreement of the parties hereto with respect to the subject
matter hereof. All prior discussions and negotiations between the parties,
whether oral or written, concerning the matters addressed in this Agreement
shall be superseded by this Agreement. Any amendment, modification, or
supplement to this Agreement must be in writing and signed by the parties
hereto.
Section 7. Severability. In the event that any provision of
this Agreement should be held to be void, voidable or unenforceable, the
remaining provisions hereof shall remain in full force and effect.
Section 8. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of which
shall together constitute one and the same instrument.
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Section 9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first written above.
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
X. XXXXX & COMPANY
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title:
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UNIVERSAL COMPRESSION, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Executive Vice President
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UNIVERSAL COMPRESSION HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Executive Vice President
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